|
<PAGE>
Exhibit 4.3
LOCK-UP AGREEMENT
THIS AGREEMENT (this "Agreement") is dated as of May 4, 2005 by
and among
Prescient Applied Intelligence, Inc., a Delaware corporation
(the "Company"),
and the shareholders of the Company listed on Schedule A
attached hereto
(collectively, the "Shareholders").
WHEREAS, to induce the Company and the investors (the
"Investors") to enter
into the Common Stock and Warrant Purchase Agreement dated as of
the date hereof
(the "Purchase Agreement") by and among the Company and the
Investors, the
Shareholders have agreed not to sell any shares of the Company's
common stock,
$.001 par value per share (the "Common Stock"), that such
Shareholders purchased
pursuant to the Purchase Agreement, except in accordance with
the terms and
conditions set forth herein. Capitalized terms used herein
without definition
shall have the meanings assigned to such terms in the Purchase
Agreement.
NOW, THEREFORE, in consideration of the covenants and
conditions
hereinafter contained, the parties hereto agree as follows:
1. Restriction on Transfer; Term. The Shareholders hereby agree
with the
Company that the Shareholders will not offer, sell, contract to
sell, assign,
transfer, hypothecate, pledge or grant a security interest in,
or otherwise
dispose of, or enter into any transaction which is designed to,
or might
reasonably be expected to, result in the disposition of (whether
by actual
disposition or effective economic disposition due to cash
settlement or
otherwise by the Company or any affiliate of the Company or any
person in
privity with the Company or any affiliate of the Company),
directly or
indirectly, any of the shares of Common Stock for a period of
one (1) year
following the date of this Agreement (the "Period").
2. Ownership. During the Period, the Shareholders shall retain
all rights
of ownership in the Common Stock, including, without limitation,
voting rights
and the right to receive any dividends, if any, that may be
declared in respect
thereof.
3. Company and Transfer Agent. The Company is hereby authorized
to disclose
the existence of this Agreement to its transfer agent. The
Company and its
transfer agent are hereby authorized to decline to make any
transfer of the
Common Stock if such transfer would constitute a violation or
breach of this
Agreement and the Purchase Agreement.
4. Notices. All notices, demands, consents, requests,
instructions and
other communications to be given or delivered or permitted under
or by reason of
the provisions of this Agreement or in connection with the
transactions
contemplated hereby shall be in writing and shall be deemed to
be delivered and
received by the intended recipient as follows: (i) if personally
delivered, on
the business day of such delivery (as evidenced by the receipt
of the personal
delivery service), (ii) if mailed certified or registered mail
return receipt
requested, four (4) business days after being mailed, (iii) if
delivered by
overnight courier (with all charges having been prepaid), on the
business day of
such delivery (as evidenced by the receipt of the overnight
courier service of
recognized standing), or (iv) if delivered by facsimile
transmission,
<PAGE>
on the business day of such delivery if sent by 6:00 p.m. in the
time zone of
the recipient, or if sent after that time, on the next
succeeding business day
(as evidenced by the printed confirmation of delivery generated
by the sending
party's telecopier machine). If any notice, demand, consent,
request,
instruction or other communication cannot be delivered because
of a changed
address of which no notice was given (in accordance with this
Section 4), or the
refusal to accept same, the notice, demand, co
| 
